230000000931 Michigan Saves CCN 003.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 003 .

to Contract Number 230000000931 .

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Michigan Saves, Inc.

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Pr og ra m

M an ag er

Anne Mitchell EGLE

230 North Washington Square, Suite 202 517-914-4254

Lansing MI 48933 MitchellA26@michigan.gov

Todd Parker, Chief Operating Officer

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

517-331-9464 517-599-7680 tparker@michigansaves.org vanostranl@michigan.gov

CV0011428

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Septic Replacement Loan Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/23/2023 5/22/2026 Two one-year options 5/22/2028

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$30,000,000.00 $4,739,469.97 $34,739,469.97 Please note the Program Manager or Contract Administrator may have changed, and any changes made are reflected above.

DESCRIPTION: Effective August 3, 2026, this contract is increased by $4,739,469.97 for EGLE use under the Tier 1 category. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, DTMB Procurement approval and State Administrative Board approval on May 3, 2023.

mailto:MitchellA26@michigan.gov mailto:vanostranl@michigan.gov mailto:tparker@michigansaves.org

Change Notice Number 002 .

to Contract Number 230000000931 .

C O

N

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A C ra m

M an ag er

Anne Mitchell EGLE

230 North Washington Square, Suite 202 517-914-4254

Lansing MI 48933 MitchellA26@michigan.gov

Todd Parker, Chief Operating Officer

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

517-331-9464 517-599-7680 tparker@michigansaves.org vanostranl@michigan.gov

CV0011428

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Septic Replacement Loan Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/23/2023 5/22/2026 Two one-year options 5/22/2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ Two years ☐ 05/22/2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$30,000,000.00 $0.00 $30,000,000.00 Please note the Program Manager or Contract Administrator may have changed, and any changes made are reflected above.

DESCRIPTION: Effective May 18, 2026, this contract is extended for two years. An amendment for updated program staff, ADA language, and other changes are incorporated into the attached document. All other terms, conditions, specifications and pricing remain the same.

mailto:MitchellA26@michigan.gov

STANDARD CONTRACT TERMS

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Todd Parker, Chief Operating Officer Michigan Saves, Inc.

230 N. Washington Sq., Suite 202 Lansing MI 48933

(517) 331-9464 tparker@michigansaves.org

3. Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Lisa VanOstran, Procurement Manager Dept. of Environment, Great Lakes, and Energy 525 W. Allegan St. Lansing MI 48915

(517) 599-7680 vanostranl@michigan.gov

Todd Parker, Chief Operating Officer Michigan Saves, Inc.

230 N. Washington Sq., Suite 202 Lansing MI 48933

(517) 331-9464 tparker@michigansaves.org

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Anne Mitchell, Program Manager Dept. of Environment, Great Lakes, and Energy 525 W. Allegan St. Lansing MI 48915

(517) 914-4254 mitchella26@michigan.gov

Nishaat Killeen, Director of Programs Michigan Saves, Inc.

230 N. Washington Sq., Suite 202 Lansing MI 48933

(517) 371-7431 nkilleen@michigansaves.org mailto:tparker@michigansaves.org mailto:vanostranl@michigan.gov mailto:tparker@michigansaves.org mailto:mitchella26@michigan.gov mailto:nkilleen@michigansaves.org

57. Accessibility Requirement. All Contract Activities created, provided, or made available by Contractor under this Contract in a digital format, including but not limited to, websites, applications, software, mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet) (hereinafter “Digital Deliverables”), must conform to the accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards (the “Digital Accessibility Standards”). Throughout the Term of the Contract, Contractor must: (a) ensure that no changes made by Contractor to any Digital Deliverables will have any adverse effect on conformance to the Digital Accessibility Standards; and (b) comply with plans and timelines approved by the State to remediate issues and achieve conformance with the Digital Accessibility Standards in the event of any deficiencies, at its sole cost and expense.

https://www.michigan.gov/standards

REVISED SCHEDULE A - STATEMENT OF WORK

SCOPE

This Contract will support EGLE in maintaining a loan program that makes resources available to homeowners in need of assistance and coordinates with local public health departments that oversee septic systems within their communities. Loans will only be available for the replacement of existing failing or near-failing septic systems, as well as for existing occupied homes with plumbing fixtures lacking a drain field, the source of an illicit discharge, or similar condition. Loans are also available for connection to an existing available public sewer system to replace an existing failing or near-failing septic system.

EGLE will provide guidance regarding minimum system requirements necessary to qualify for a loan. Loans will only be available for septic systems that meet program guidelines and are permitted by local health departments in compliance with the local regulations or applicable state criteria.

The Contractor will collect and share with EGLE information regarding the program, such as number of applicants, source of the referrals, number of loans finalized, nature of the failure, and the number and nature of any partnerships entered into by the Contractor.

Tier 1 – Income-limited households

The Contractor will work with authorized lenders to provide a custom, unsecured low or no interest loan product that can be accessed through the Loan Application and Origination System (LOS).

Tier 2 – Households above income limits set in Tier 1

The Contractor will continue to use a market-based approach with a loan loss reserve under which they partner with third party lending institutions to make loans available to eligible participants.

EGLE, through the Contractor, would reimburse lenders for a portion of unpaid loans if borrowers were unable to make requisite payments under their loans.

1. Requirements

1.1. General Requirements

For both Tier 1 and Tier 2 programs the Contractor will be required to:

Requirement 1: Manage contracts and processes with one or more lending institutions for receiving application for loans which meet program guidelines established by the department.

The Contractor will work with authorized lenders to maintain a custom, unsecured loan product that can be accessed through the existing Michigan Saves Loan Application and Origination System

(LOS).

For Tier 1 only, the Contractor will work with EGLE to explore and potentially implement loan forgiveness options. If funds are available a cost-share option may also be considered. If funds are available for a cost-share option, the Contractor and EGLE will mutually agree upon the split between grant funds and loan capital. If a mutually agreeable loan forgiveness or cost-share option impacts Schedule B Pricing, the Contractor, with written approval from EGLE (through a Contract Change Notice), can adjust the Residential Loan Commitments and Residential Loan Associated Costs line items as appropriate, provided that the total cost of Tier 1 does not change.

Requirement 2: Interact with local health departments to receive referrals for loan applicants.

The Contractor’s account managers will develop relationships with local health department staff to raise awareness for the program and provide program marketing materials for distribution to homeowners. The Contractor will maintain a dedicated webpage for the septic loan program to which health departments can refer homeowners.

Requirement 3: Maintain a process for ensuring septic systems for successful applications meet local permitting requirements, have received all required local approvals, and meet EGLE program guidelines.

Requirement 4: Recruit septic system installation contractors to the existing network of authorized contractors and train them in program processes and procedures. Maintain this network of authorized contractors and apply quality assurance standards that ensure quality workmanship and a high level of professionalism.

Requirement 5: Create marketing materials which could be distributed to potential loan applicants by lending institutions, local public health departments, or partner organizations.

The Contractor’s marketing and communications department will collaborate with EGLE on an outreach strategy, outreach plan, and marketing collateral that educates and informs local health departments, community organizations, septic contractors, and homeowners about the septic loan program.

Requirement 6: Assist loan applicants with any questions regarding the application or program requirements.

Requirement 7: Track and report information on loan applicants and executed loans as specified in the Contract.

The Contractor will use a project management system to track various data for each loan. The Contractor will provide project reports, loan loss reserve reports, and a loan activity report to EGLE quarterly.

Requirement 8: Share with EGLE opportunities explored with partner organizations to enhance program offerings at a local, regional or state level.

The Contractor will engage local health departments, community organizations, and septic contractors to raise awareness of the septic loan program and gather insight into how it could be made better.

2. Staffing

2.1. Contractor Representative

The Contractor must appoint at least one individual specifically assigned to State of Michigan accounts, who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

The Contractor must notify the Contract Administrator at least 30 calendar days before removing or assigning a new Contractor Representative.

Name: Todd Parker Title: Chief Operating Officer

Email: tparker@michigansaves.org Phone: 517-331-9464

2.2. Key Personnel

The Contractor must appoint at least one individual who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 24 hours.

The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection. The State may require a 30-calendar day training period for replacement personnel.

Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under the Termination for Cause section of the Standard Contract Terms. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Termination for Cause, Contractor will issue to the State the corresponding credits set forth below (each, an “Unauthorized Removal Credit”):

i. For the Unauthorized Removal of any Key Personnel designated in the applicable Statement of Work, the credit amount will be $25,000.00 per individual if Contractor identifies a replacement approved by the State and assigns the replacement to shadow the Key Personnel who is leaving for a period of at least 30-calendar days before the Key Personnel’s removal.

ii. If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30-calendar days, in addition to the $25,000 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30-calendar day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30-calendar days of shadowing will not exceed $50,000 per individual.

Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any fees or other charges payable to Contractor under this Contract.

1.

Name

2.

Years of Experience in

Current Classification

3.

Role(s) / Responsibilities

4.

Direct / Subcontract/

Contract

5.

% of Work Time

6.

Physical Location

Martha Campbell, Chief Program Officer

1 year with Michigan Saves and in current classification

Martha will work with Nishaat to build and implement program strategy.

Direct 5% Lansing, MI

Nishaat Killeen, Director of Programs

4 years with Michigan Saves;

1.5 years in current classification

Nishaat will be the primary contact for EGLE, lead day-to-day program operations, and maintain relationships with lending partners.

Direct 30% Detroit, MI

Robert (Bob) Foster, Contractor Account Manager

3 years with Michigan Saves;

3 years in current classification

Bob will manage septic contractor recruitment and outreach to local health departments and community organizations

Direct 75% Lansing, MI

2.3. Disclosure of Subcontractors

2.4. Access to Tax Information

The Contractor must comply with the requirements of IRS Publication 1075 (including Exhibit 7 Safeguarding Contract Language) and Michigan Department of Treasury Safeguard Requirements of Confidential Tax Data at Publication 1075 (Rev. 11-2021) (irs.gov).

3. Project Management

3.1. Project Plan

The Contractor will work with the Program Manager to evaluate and update the Project Plan and receive the Program Manager’s approval of the final updated Project Plan.

The Contractor will carry out this project under the direction and control of the Program Manager.

The legal business name, address, telephone number of the subcontractor(s).

https://www.irs.gov/pub/irs-pdf/p1075.pdf

3.2. Meetings

The Contractor must attend the following meetings:

• Project update meetings to review work completed for Requirements 1-7.

• Any meetings arranged by EGLE to develop or refine project guidance.

• Periodic project update meetings with EGLE staff to occur not less than twice a year.

• The State may request other meetings, as it deems appropriate.

3.3. Reporting

The Contractor must submit to the EGLE Program Manager, the following written reports:

• EGLE will establish reporting regarding financial information to be reported on a quarterly basis. Quarterly reports are to be submitted to EGLE by the last working day of the month following the end of the quarter.

• EGLE will establish reporting regarding loan denial information to be reported on a bi-annual basis.

• EGLE will establish reporting requirements for the Contractor to collect information regarding the program such as number of applicants, source of the referrals, number of loans finalized, the location of new septic systems, the number and reasons why loans were not finalized, the nature of the failure, and the number and nature of any partnerships entered into by the Contractor to be reported on an annual basis. Quarterly reports must also include programmatic raw data.

4. Pricing

4.1. Price Term

5. Ordering

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a Delivery Order (DO).

6. Invoice and Payment

6.1. Invoice Requirements

Invoices must include an itemized statement of all charges. Invoices (if applicable) submitted to the State must include: (a) date; (b) delivery order#; (c) quantity; (d) description of the Contract Activities; including itemization of variable cost draw; (e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number; and (h) total price. Overtime, holiday pay, and travel expenses will not be paid.

6.2. Payment Methods

The State will make payment for Contract Activities via EFT (Electronic Funds Transfer).

6.3. Procedure

Due to the unique nature of the proposed loan program, there are both fixed and variable costs. The Contractor proposes the following draw schedules:

The fixed cost draw schedule represents labor costs, marketing, and the loan loss reserve for Tier 2 loans. The Contractor will invoice EGLE quarterly for these amounts:

For planning purposes, the fixed and variable cost draw schedules are combined below.

F i xed Cost D raw Schedule

Date Admin ( La bor) Mar keti ng Loss Reserve Tota l

I n iti al (23Q3) $ 210, 856 $ 124, 800 $ 6, 000, 000 $ 6, 335, 656

23Q4 $ 210, 856 $ $ $ 210, 856

24Q1 $ 210, 856 $ $ $ 210, 856

24Q2 $ 210, 856 $ $ $ 210, 856

24Q3 $ 210, 856 $ $ $ 210, 856

24Q4 $ 210, 856 $ $ $ 210, 856

25Q1 $ 210, 856 $ $ $ 210, 856

25Q2 $ 210, 856 $ $ $ 210, 856

25Q3 $ 210, 856 $ $ $ 210, 856

25Q4 $ 210, 856 $ $ $ 210, 856

26Q1 $ 210, 856 $ $ $ 210, 856

26Q2 $ 210, 856 $ $ $ 210, 856

26Q3 $ $ $ $ 26Q4 $ $ $ $ 27Q1 $ $ $ $ 27Q2 $ $ $ $ 27Q3 $ $ $ $ 27Q4 $ $ $ $ 28Q1 $ $ $ $ 28Q2 $ $ $ $ Total $ 2 , 530, 272 $ 124, 800 $ 6, 000, 000 $ 8, 655, 072

Variable Cost D raw Schedule

Date Admi n ( Loan Program Costs) Loan Capital/Ince nt ive s Total

I n i ti al (23Q3) $ 66, 000 $ $ 66, 000

23Q4 $ $ $ 24Q1 $ $ $ 24Q2 $ $ $ 24Q3 $ 4, 200 $ 194,309 $ 198, 509

24Q4 $ 7,415 $ 401,641 $ 409, 056

25Q1 $ 6, 875 $ 234, 514 $ 241, 389

25Q2 $ 4, 660 $ 123,745 $ 128,405 25Q3 $ 6, 200 $ 239,165 $ 245, 365

25Q4 $ 6, 000 $ 190, 613 $ 196, 613

26Q1 $ 5,405 $ 115, 446 $ 120, 851

26Q2 $ 5 , 850 $ 143, 518 $ 149, 368

26Q3 $ 20, 000 $ 500,000 $ 520, 000

26Q4 $ 33, 000 $ 800,000 $ 833, 000

27Q1 $ 48, 000 $ 1 , 000,000 $ 1 , 048, 000

27Q2 $ 96, 000 $ 2 , 000,000 $ 2 , 096, 000

27Q3 $ 120, 000 $ 2 , 500, 000 $ 2 , 620, 000

27Q4 $ 168, 000 $ 3 , 500, 000 $ 3,668, 000

28Q1 $ 235, 000 $ 4, 200,000 $ 4,435, 000

28Q2 $ 237, 123 $ 4, 132,249 $ 4, 369, 372

Total $ 1 , 069, 728 $ 20, 275,200 $ 2 1 , 344, 928

For planning purposes, the fixed and variable cost draw schedules are combined below.

The variable payment schedule may be modified by EGLE dependent upon loan demand (increase/decrease) in writing (email).

7. Service-Level Agreements (SLAs)

Service Level Agreements for this Contract will be as follows:

SLA Metric 1. Timely Deliveries

Definition and Purpose

Based upon the agreed to Project Plan, which will include the following deliverables:

• Establish a process or subcontract with a lending institution to establish a process for receiving application for loans which meet program guidelines established by the department.

• Establish processes for interacting with local health departments to receive referrals for loan applicants.

• Establish a process for ensuring septic systems for successful applications meet local permitting requirements and have received all required local approvals.

• Establish a process for ensuring septic systems for successful applications meet EGLE program guidelines.

• Establish a process to recruit, train, and authorize installation contractors to participate in the program.

• Create marketing materials which anddistribute to potential loan applicants by lending institutions, local public health departments, or partner organizations.

SLA Metric 1. Timely Deliveries

• Assist loan applicants with any questions regarding the application or program requirements.

• Establish programmatic guidelines for the revolving portion of the loan program, including reporting, and processes for system design and review.

• Establish a process for a supplemental cost share program for Tier 1 loan applicants (contingent on an agreement from

EGLE)

SLA Metric 2. Reporting Requirements

Definition and Purpose

• Track and report information on loan applicants and executed loans as specified in the Contract.

• Share with EGLE opportunities explored with partner organizations to enhance program offerings at a local, regional or state level.

Acceptable Standard

The acceptable standard is 100% compliance.

Credit Due for Failing to Meet the Service Level Agreements

1. $100.00 may be assessed for each of the first five occurrences of non-compliance in a given calendar year.

2. $500.00 may be assessed beginning with the sixth occurrence of non-compliance and on each occurrence thereafter in a given calendar year.

Extenuating circumstances will be reviewed by the Program Manager before any Service Credits are assessed.

At the discretion of the State, these credits may be applied toward any payable due to the Contractor or be payable directly to the State.

Payments made directly to the state will be completed within 10 days of notice of assessment.

8. ADA Compliance

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA), including its accessibility standard for websites, applications, content and documents. All Contract Activities created, provided, or made available by Contractor under this Contract in a digital format, including but not limited to, websites, applications, software, mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet) must comply with the accessibility standards provided in the Digital Accessibility Standards, located at https://www.michigan.gov/standards.

https://www.michigan.gov/standards

Change Notice Number 001 .

to Contract Number 230000000931 .

C O

N

TR

A C ra m

M an ag er

Anne Mitchell EGLE

230 North Washington Square, Suite 300 517-914-4254

Lansing MI 48933 MitchellA26@michigan.gov

Todd Parker

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

517-331-9464 517-599-7680 tparker@michigansaves.org vanostranl@michigan.gov

CV0011428

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Septic Replacement Loan Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/23/2023 5/22/2026 Two one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$30,000,000.00 $0.00 $30,000,000.00 DESCRIPTION: Effective August 5, 2024, the following amendment is being incorporated into the Contract (per attached Revised Section 6.3 Procedure). Please note the EGLE Program Manager has been changed to Anne Mitchell. All other terms, conditions, specifications and pricing remain the same.

mailto:MitchellA26@michigan.gov

6.3Procedure - REVISED Due to the unique nature of the proposed loan program, there are both fixed and variable costs. The Contractor proposes the following draw schedules:

The fixed cost draw schedule represents labor costs, marketing, and the loan loss reserve for Tier 2 loans. The Contractor may invoice EGLE no sooner than monthly for these amounts when costs exceed $20,000:

For planning purposes, the fixed and variable cost draw schedules are combined below.

Fixed Cost Draw Schedule Date Admin (Labor) Marketing Loss Reserve Total Initial (23Q3) 210,856 $ 124,800 $ 6,000,000 $ 6,335,656 $ 23Q4 210,856 $ -$ -$ 210,856 $ 24Q1 210,856 $ -$ -$ 210,856 $ 24Q2 210,856 $ -$ -$ 210,856 $ 24Q3 210,856 $ -$ -$ 210,856 $ 24Q4 210,856 $ -$ -$ 210,856 $ 25Q1 210,856 $ -$ -$ 210,856 $ 25Q2 210,856 $ -$ -$ 210,856 $ 25Q3 210,856 $ -$ -$ 210,856 $ 25Q4 210,856 $ -$ -$ 210,856 $ 26Q1 210,856 $ -$ -$ 210,856 $ 26Q2 210,856 $ -$ -$ 210,856 $ Total 2,530,272 $ 124,800 $ 6,000,000 $ 8,655,072 $

Variable Cost Draw Schedule Date Admin (Loan Program Costs) Loan Capital/Incentives Total Initial (23Q3) 66,000 $ -$ 66,000 $ 23Q4 116,875 $ 2,610,632 $ 2,727,507 $ 24Q1 46,250 $ 1,000,000 $ 1,046,250 $ 24Q2 83,250 $ 1,800,000 $ 1,883,250 $ 24Q3 97,125 $ 2,100,000 $ 2,197,125 $ 24Q4 83,250 $ 1,800,000 $ 1,883,250 $ 25Q1 55,500 $ 1,200,000 $ 1,255,500 $ 25Q2 115,625 $ 2,500,000 $ 2,615,625 $ 25Q3 138,750 $ 3,000,000 $ 3,138,750 $ 25Q4 115,625 $ 2,500,000 $ 2,615,625 $ 26Q1 54,353 $ 1,175,200 $ 1,229,553 $ 26Q2 97,125 $ 589,368 $ 686,493 $ Total 1,069,728 $ 20,275,200 $ 21,344,928 $

The variable payment schedule may be modified by EGLE dependent upon loan demand (increase/decrease) in writing (email).

Combined Draw Schedule Date Admin (Labor & Program Costs) Loan Capital/Incentives Marketing Loss Reserve Total Initial (23Q3) 276,856 $ -$ 124,800 $ 6,000,000 $ 6,401,656 $ 23Q4 327,731 $ 2,610,632 $ -$ -$ 2,938,363 $ 24Q1 257,106 $ 1,000,000 $ -$ -$ 1,257,106 $ 24Q2 294,106 $ 1,800,000 $ -$ -$ 2,094,106 $ 24Q3 307,981 $ 2,100,000 $ -$ -$ 2,407,981 $ 24Q4 294,106 $ 1,800,000 $ -$ -$ 2,094,106 $ 25Q1 266,356 $ 1,200,000 $ -$ -$ 1,466,356 $ 25Q2 326,481 $ 2,500,000 $ -$ -$ 2,826,481 $ 25Q3 349,606 $ 3,000,000 $ -$ -$ 3,349,606 $ 25Q4 326,481 $ 2,500,000 $ -$ -$ 2,826,481 $ 26Q1 265,209 $ 1,175,200 $ -$ -$ 1,440,409 $ 26Q2 307,981 $ 589,368 $ -$ -$ 897,349 $ Total 3,600,000 $ 20,275,200 $ 124,800 $ 6,000,000 $ 30,000,000 $

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000931 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C ra m

M an ag er

Dana DeBruyn EGLE

230 North Washington Square, Suite 300 517-930-6463

Lansing MI 48933 debruynd@michigan.gov

Todd Parker

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

517-331-9464 517-599-7680 tparker@michigansaves.org vanostranl@michigan.gov

CV0011428

CONTRACT SUMMARY

DESCRIPTION: Septic Replacement Loan Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/23/2023 5/22/2026 Two one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $30,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915 mailto:vanostranl@michigan.gov mailto:debruynd@michigan.gov

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Michigan Saves, Inc. (“Contractor”). This Contract is effective on May 23, 2023 (“Effective Date”), and unless terminated, will expire on May 22, 2026 (the “Term”).

This Contract may be renewed for up to two additional one-year period(s).

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1.Duties of Contractor. Contractor must perform the services and provide the deliverables (the “Contract Activities”) described in a Statement of Work; the initial Statement of Work is attached as Schedule A – Statement of Work. An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in a Statement of Work.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2.Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Todd Parker, Vice President Michigan Saves, Inc.

230 N. Washington Sq., Suite 300 Lansing MI 48933

(517) 331-9464 tparker@michigansaves.org

3. Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Lisa VanOstran, Procurement Manager Dept. of Environment, Great Lakes, and Energy 525 W. Allegan St. Lansing MI 48915

(517) 599-7680 vanostranl@michigan.gov

Todd Parker, Vice President Michigan Saves, Inc.

230 N. Washington Sq., Suite 300 Lansing MI 48933

(517) 331-9464 tparker@michigansaves.org

4.Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Dana DeBruyn, Environmental Health Section Manager Dept. of Environment, Great Lakes, and Energy 525 W. Allegan St. Lansing MI 48915

(517) 930-6463 debruynd@michigan.gov

Patrick O’Boyle, Director of Business Development Michigan Saves, Inc.

230 N. Washington Sq., Suite 300 Lansing MI 48933

(517) 410-5924 poboyle@michigansaves.org

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in a Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

mailto:tparker@michigansaves.org mailto:vanostranl@michigan.gov mailto:tparker@michigansaves.org mailto:debruynd@michigan.gov mailto:poboyle@michigansaves.org

6. Insurance Requirements.

Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Umbrella or Excess Liability Insurance Minimum Limits:

$2,000,000 General Aggregate

Contractor must have their policy follow form.

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Privacy and Security Liability (Cyber Liability) Insurance Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

Contractor must have their policy cover information security and privacy liability, privacy

Required Limits Additional Requirements notification costs, regulatory defense and penalties, and website media content liability.

Professional Liability (Errors and Omissions) Insurance Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the Effective Date of the Contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least 3 years after completion of the Contract Activities; and (c) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Contract Effective Date, Contractor must purchase extended reporting coverage for a minimum of 3 years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurance contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

7. Reserved.

8. Reserved.

9. Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

10. Intellectual Property Rights. If a Statement of Work requires Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any.

Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

11. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor;

and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

12. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel providing services by providing a notice to Contractor.

13. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in a Statement of Work, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

14. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

15. Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members;

(d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

16. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in a Statement of Work.

17. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 24, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

18. Reserved.

19. Reserved.

20. Reserved.

21. Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities provided as specified in a Statement of Work. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if

Services purchased under this Agreement are for the State’s exclusive use.

Notwithstanding the foregoing, all fees are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities.

Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S. and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

22. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in a Statement of Work. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 24 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s http://www.michigan.gov/SIGMAVSS failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

23. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

24. Termination for Cause. (a) The State may terminate…